News

NCR, Tidel enter agreement for expected acquisition

March 16, 2005

DAYTON, Ohio - NCR Corporation (NYSE:NCR) and Tidel Technologies, Inc. (Pink Sheets:ATMS) have entered into an agreement for NCR to acquire Tidel's ATM business.

NCR will pay $10.2 million for Tidel's ATM business. NCR spokesperson Jeff Dafler said NCR will not assume any of Tidel's debt, which has mounted since the 2001 collapse of its onetime largest customer, Credit Card Center. Tidel reported that it lost $26 million in its business dealings with the failed ISO and wrote off $18 million in 2001's third quarter. Some 70 percent of Tidel's ATM sales were to CCC in 2000 and 2001.

Interestingly, NCR did business with CCC as well. In CCC's bankruptcy filings, NCR was listed as CCC's largest debtor with a claim of $42 million. NCR paid Tidel, a creditor in CCC's bankruptcy case, $1.1 million to purchase some 1,600 new and used NCR ATMs in inventory recovered from CCC.

The two companies do not expect the deal to close until 2005's fourth quarter, after Tidel brings its financial statements up to date.

In its most recent statement, for fiscal 2002, Tidel said it posted an operating loss of $11.6 million, compared to an operating loss of $24.8 million in fiscal 2001 and operating income of $15.4 million in fiscal 2000. It was delisted from the Nasdaq in March 2003 for not filing financial statements, and settled a class-action lawsuit in 2004 for $3 million.

According to a Tidel statement, it expects to produce updated financials by July 31.

Also according to the statement, half of Tidel's employees will become employees of NCR following the acquisition, including two unnamed executives, one of whom is a director of Tidel.

Tidel said it has retained an investment banker to sell its Tidel Technologies business, which manufactures time-delay safes and other security equipment.

NCR retains the right to terminate the deal and will get a $2 million fee from Tidel if the acquisition is not completed by Dec.31.